Placing Announcement

RNS Number : 7315D

Barclays PLC

18 September 2008

 



This announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States, Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of Barclays in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. The shares in Barclays referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold or transferred within the United States absent registration or an exemption from registration. No public offering of securities will be made in the United Kingdom, the United States or elsewhere.

18 September 2008

Barclays announces Placing to raise approximately £750 million

The Board of Barclays today announces a placing to raise approximately £750 million by the issue of new Barclays Ordinary Shares (the 'Placing').  The Placing will be effected by way of an accelerated bookbuild to be managed by Credit Suisse, Deutsche Bank and JPMorgan Cazenove.  

In our announcement dated 17 September 2008 relating to the acquisition of Lehman Brothers North American investment banking and capital markets businesses, we referred to our discussions with certain of our existing shareholders in relation to potential share subscriptions. This Placing is in addition to and separate from those potential share subscriptions.

The Placing is subject to the terms and conditions set out in the Appendix. The Placing Price in respect of the Placing Shares (each as defined below) will be decided at the close of the accelerated bookbuilding period. The book will open with immediate effect. The timing of the closing of the book, (pricing with the agreement of Barclays) and allocations is at the absolute discretion of the Managers. 

The Placing Shares will, when issued, be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Barclays, including the right to receive all dividends and other distributions declared, made or paid after the date of the issue.  The Placing Shares shall not be entitled to the interim dividend declared on the Barclays Ordinary Shares on 7 August 2008.  Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority ('FSA'), and to be admitted to trading by the London Stock Exchange on its main market for listed securities. 

John Varley, Group Chief Executive of Barclays, said: 

'Through the acquisition of Lehman Brothers, announced yesterday, we have a unique opportunity to create a premier global investment bank.  The capital raised through today's placing will give us additional resources to realise the full potential of this combination to create significant value for Barclays shareholders.'

ENQUIRIES

ANALYSTS AND INVESTORS	MEDIA
Mark Merson [phone]	Howell James + 44 (0) 20 7116 6060 [phone]
John McIvor
[phone]

Information on Barclays

Barclays is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services with an extensive international presence in Europe, the United States, Africa and Asia. With over 300 years of history and expertise in banking, Barclays operates in over 50 countries and employs approximately 147,000 people. Barclays moves, lends, invests and protects money for over 42 million customers and clients worldwide.  

Forward-looking Statements 

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Barclays plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding Barclays future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans and objectives for future operations of Barclays and other statements that are not historical fact.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ('IFRS') applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond Barclays control. As a result, Barclays actual future results may differ materially from the plans, goals, and expectations set forth in Barclays forward-looking statements. Any forward-looking statements made herein by or on behalf of Barclays speak only as of the date they are made. Except as required by the FSA, the London Stock Exchange or applicable law, Barclays expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Barclays expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

This announcement has been issued by and is the sole responsibility of Barclays. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Credit Suisse Securities (Europe) Limited, Deutsche Bank  AG, London Branch or JPMorgan Cazenove Limited (collectively, the 'Bookrunners and Placing Agents') or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Credit Suisse Securities (Europe) Limited ('Credit Suisse'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Barclays PLC and Barclays Bank PLC and for no-one else in connection with the Placing, and will not be responsible to anyone other than Barclays PLC and Barclays Bank PLC for providing the protections afforded to customers of Credit Suisse nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Deutsche Bank AG, London Branch, is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG, London Branch, is acting for Barclays PLC and Barclays Bank PLC and for no-one else in connection with the Placing and will not be responsible to anyone other than Barclays PLC and Barclays Bank PLC for providing the protections afforded to the clients of Deutsche Bank AG, London Branch, nor for providing advice in connection with the Placing or any other matter referred to herein.

JPMorgan Cazenove Limited ('JPMC'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Barclays PLC and Barclays Bank PLC and for no-one else in connection with the Placing, and will not be responsible to anyone other than Barclays PLC and Barclays Bank PLC for providing the protections afforded to customers of JPMC nor for providing advice to any other person in relation to the Placing or any other matter herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Barclays or the Bookrunners and Placing Agents that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Barclays and the Bookrunners and Placing Agents to inform themselves about, and to observe, such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS ARE PERONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BARCLAYS.

Placees (as defined below) will be deemed to have read and understood this announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular each such Placee represents, warrants and acknowledges that it is:

(a)            a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and

(b)            outside the United States and is subscribing for the Placing Shares in an 'offshore transaction' (within the meaning of Regulation S under the U.S. Securities Act 1933 (the 'Securities Act').

This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of Barclays is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States only and in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange and, as applicable, in the form of American Depositary Shares (ADSs) on the New York Stock Exchange.

Neither the content of Barclays website nor any website accessible by hyperlinks on Barclays website is incorporated in, or forms part of, this announcement.

  APPENDIX

Details of the Placing Agreement and of the Placing Shares

Barclays, Credit Suisse Securities (Europe) Limited ('Credit Suisse'), Deutsche Bank AG, London Branch ('Deutsche Bank') and JPMorgan Cazenove Limited ('JPMorgan Cazenove' and, together with Credit Suisse and Deutsche Bank, the 'Bookrunners and Placing Agents') have today entered into an agreement under which, subject to the conditions set out therein, the Bookrunners and Placing Agents have agreed to use reasonable endeavours to procure subscribers for new Barclays Ordinary Shares (the 'Placing Shares') at a price to be determined following completion of the bookbuiliding process described in this Announcement.  The Placing is intended to raise approximately £750 million.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Barclays Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares. The Placing Shares shall not be entitled to the interim dividend declared on the Barclays Ordinary Shares on 7 August 2008. 

In this announcement, unless the context otherwise requires, 'Placee' means a person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the Financial Services Authority (the 'FSA') for admission of the Placing Shares to the Official List of the FSA (the 'Official List') and to London Stock Exchange plc for admission to trading of the Placing Shares on its market for listed securities (together 'Admission').

It is expected that Admission will become effective on or around 23 September 2008 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Bookrunners and Placing Agents will today commence the bookbuilding process in respect of the Placing (the 'Bookbuild') to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.  

The Bookrunners and Placing Agents and Barclays shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.  

Participation in, and principal terms of, the Placing

Credit Suisse, Deutsche Bank and JPMorgan Cazenove are arranging the Placing as sole bookrunners and agents of Barclays.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners and Placing Agents.  The Bookrunners and Placing Agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

The Bookbuild will establish a single price payable to the Bookrunners and Placing Agents by all Placees whose bids are successful (the 'Placing Price'). The Placing Price and the number of Placing Shares to be issued will be agreed between the Bookrunners and Placing Agents and Barclays following completion of the Bookbuild. Any discount to the market price of the Barclays Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the 'Pricing Announcement').

To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at any of the Bookrunners and Placing Agents. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by Barclays and the Bookrunners and Placing Agents or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunners and Placing Agents on the basis referred to paragraph 9 below. 

The Bookbuild is expected to close no later than 4.00 p.m. (BST) on 18 September 2008 but may be closed earlier or later at the discretion of the Bookrunners and Placing Agents.  The Bookrunners and Placing Agents may, in agreement with Barclays, accept bids that are received after the Bookbuild has closed.  Barclays reserves the right (upon the agreement of the Bookrunners and Placing Agents) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

Each prospective Placee's allocation will be determined by Barclays in its sole discretion and will be confirmed orally by one of the Bookrunners and Placing Agents as agent of Barclays following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with Barclays memorandum and articles of association.  

Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Bookrunners and Placing Agents. The terms of this Appendix will be deemed incorporated by reference therein.

Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner and Placing Agent as agent of Barclays, to pay in cleared funds at the time set out in paragraph 12, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and Barclays has agreed to allot and issue to that Placee.

Subject to paragraphs 4 and 5 above, the Bookrunners and Placing Agents may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with Barclays and may scale down any bids for this purpose on such basis as they may determine. The Bookrunners and Placing Agents may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of Barclays (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.  

A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the consent of any of the Bookrunners and Placing Agents will not be capable of variation or revocation after the time at which it is submitted.  

Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners and Placing Agents or Barclays using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Right to terminate under the Placing Agreement'.  

By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law, none of the Bookrunners and Placing Agents nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Bookrunners and Placing Agents nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' and Placing Agents' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners and Placing Agents and Barclays may agree.

Conditions of the Placing 

The obligations of the Bookrunners and Placing Agents under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

agreement being reached between Barclays and the Bookrunners and Placing Agents on the Placing Price and the number of Placing Shares, and a Terms of Sale having been executed by Barclays and the Bookrunners and Placing Agents;

the warranties contained in the Placing Agreement being true and accurate and not misleading at all times before Admission by reference to the facts and circumstances then subsisting;

Barclays complying with its obligations and having satisfied all conditions to be satisfied by it under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission;

Barclays allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

Admission taking place not later than 8.00 a.m. on 23 September 2008 or such later date as Barclays and the Bookrunners and Placing Agents may otherwise agree but not being later than close of business on 30 September 2008.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunners and Placing Agents by the respective time or date where specified (or such later time or date as Barclays and the Bookrunners and Placing Agents may agree), (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Bookrunners and Placing Agents may, at their discretion and upon such terms as they think fit, waive compliance by Barclays with the whole or any part of any of Barclays obligations in relation to the conditions in the Placing Agreement save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Bookrunners and Placing Agents, Barclays or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners and Placing Agent.

Right to terminate under the Placing Agreement

The Bookrunners and Placing Agents are entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to Barclays in certain circumstances, including a breach of the warranties given to the Bookrunners and Placing Agents in the Placing Agreement or the occurrence of certain force majeure events which in the opinion of the Bookrunners and Placing Agents, makes it impracticable or inadvisable to proceed with the Placing.

By participating in the Placing, Placees agree that the exercise by the Bookrunners and Placing Agents of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners and Placing Agents and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including the Appendix) released by Barclays today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendix) is exclusively the responsibility of Barclays and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Barclays or the Bookrunners and Placing Agents or any other person and none of the Bookrunners and Placing Agents or Barclays nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Barclays in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Barclays reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if in the Bookrunners and Placing Agents' reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Bookrunners and Placing Agents.

Barclays will deliver the Placing Shares to a CREST account operated by any of the Bookrunners and Placing Agents as Barclays agent and the relevant Bookrunner and Placing Agent will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. 

It is expected that settlement will be on 23 September 2008 on a T + 3 basis in accordance with the instructions given to the Bookrunners and Placing Agents. 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Bookrunner and Placing Agent.

Each Placee is deemed to agree that, if it does not comply with these obligations, Barclays may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Barclays account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

1               represents and warrants that it has read this announcement, including the Appendix, in its entirety;

2               acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

3               acknowledges that the Barclays Ordinary Shares are listed on the Official List of the FSA, and Barclays is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, which includes a description of the nature of Barclays business and Barclays most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty;

4               acknowledges that none of the Bookrunners and Placing Agents or Barclays nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or Barclays other than this announcement; nor has it requested any of the Bookrunners and Placing Agents, Barclays, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

5               acknowledges that it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be residents of Australia, Canada or Japan, and each of it and, if different, the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, (i) outside the United States, and (ii) acquiring the Placing Shares in an 'offshore transaction' within the meaning of Regulation S under the Securities Act, and that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

6               acknowledges that the content of this announcement is exclusively the responsibility of Barclays and that none of the Bookrunners and Placing Agents nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of Barclays and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement and any information previously published by Barclays by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Bookrunners and Placing Agents or Barclays and none of the Bookrunners and Placing Agents or Barclays will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Barclays in deciding to participate in the Placing;

7               acknowledges that none of the Bookrunners and Placing Agents nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information or any representation relating to Barclays, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

8               acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

9               confirms that neither it nor any person acting on its behalf has offered or sold or will offer or sell any of its Placing Shares except outside the United States in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

10          acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

11          represents and warrants that neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

12          represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the 'Regulations') and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

13          if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Bookrunners and Placing Agents has been given to the proposed offer or resale;

14          represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ('FSMA');

15          represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

16          represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

17          represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

18          represents and warrants that it is a 'qualified investor' within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

19          represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations;

20          undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunners and Placing Agents may in their discretion determine and without liability to such Placee;

21          acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Barclays may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

22          acknowledges that none of the Bookrunners and Placing Agents, nor any of their respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any Bookrunner and Placing Agent and that the Bookrunners and Placing Agents have no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

23          undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Bookrunners and Placing Agents or Barclays will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify Barclays and the Bookrunners and Placing Agents in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Bookrunner and Placing Agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

24          acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Barclays or the Bookrunners and Placing Agents in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

25          agrees that Barclays, the Bookrunners and Placing Agents and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners and Placing Agents on its own behalf and on behalf of Barclays and are irrevocable;

26          agrees to indemnify and hold Barclays, the Bookrunners and Placing Agents and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

27          undertakes that neither it, its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts (as defined for purposes of Regulation S of the Securities Act) with respect to any Placing Shares;

28          agrees not to deposit the Placing Shares into any unrestricted depositary facility maintained by any depositary bank unless and until such time as the Placing Shares are no longer “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act; and

29          acknowledges that its commitment to subscribe Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Barclays conduct of the Placing.

The foregoing representations, warranties and confirmations are given for the benefit of Barclays as well as the Bookrunners and Placing Agents.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Barclays for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither Barclays nor the Bookrunners and Placing Agents shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunner and Placing Agent accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunners and Placing Agents or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Bookrunners and Placing Agents, any money held in an account with any of the Bookrunners and Placing Agents on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bookrunner and Placing Agent's money in accordance with the client money rules and will be used by the relevant Bookrunner and Placing Agent in the course of its own business; and the Placee will rank only as a general creditor of the Bookrunner and Placing Agent.

All times and dates in this Announcement may be subject to amendment. The Bookrunner and Placing Agent shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

END

 

 

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